Ultimate Teen Titans: Venom
by Whenntooda
Summary: UTT Episode Six. Spider-Man obtains the Venom Suit. And the Titans get a new member... Jason Todd, the Red Hood. But not all is as it seems. And Raven must make a choice... can she reveal her emotions, with Peter now becoming so distant?
1. Chapter I: The Suit

****And the waiting game shall commence again! This time, we journey into the dark mind... of VENOM! I like this story image so much that I made it my avatar. It's really cool!

**Ultimate Teen Titans**

**Venom**

**Chapter I**

**The Suit**

_ The following is a voice recording round on the canister containing the liquid symbiote known as Project: Venom._

_ "Hi, son. I don't know if you know this, but what you have here is the cure for cancer. Or rather, what the cure should be, if this is ever completed."_

_ "If you are listening to this message, then I'm probably dead. I'm not saying that because I know I'm going to die. I'm just being careful."_

_ "By now, you're probably old enough to understand what I'm talking about when I say how truly sorry I am. Nothing could have driven me more to find a cure than to make sure you and your mom were safe. This mentality caused me to create the Venom suit as it is... violent, unstable, dangerous."_

_ "I did it because I knew it was a weapon. There was no other way to describe it. Curing cancer and all other debilitating diseases are not very high on the list when it comes to a weapon that could reasonably reduce the standing population of any structure to zero. Trask... god, that man. He had no clue what he had. We never gave him the suit, any of it. Eddie and I agreed never to complete the project, and to destroy the suit we had."_

_ "But Trask threatened you, your mom, Ben and May... Eddie's family. We had no choice. We had to give the suit to him."_

_ "However, we were the only ones who knew how to create it, and more importantly, how to change it. We almost had the completed suit. We decided to make it a little more venal."_

_ "There was an accident. The suit got loose, and destroyed some major facilities in the Southwest. Dozens of people were killed. I felt... I felt responsible. I had done this. Because I had given it my DNA to be a base, this thing... was almost like me. Not even Eddie could claim part of the blame. This was my fault."_

_ "No words can describe to you what I felt next. I tracked down the suit, much like Dr. Frankenstein scoured the earth for his monstrous creation. I had a kinship with this fictional genius. I also had a shared destiny."_

_ "I had to destroy the suit, no matter what Trask did. I'm sorry Peter... I had to stop it, and never try to play God again."_

_ "I found it, somewhere in Utah. It was hiding in an abandoned warehouse. Bodies were everywhere, sucked dry by the beast's eternal hunger for food, for vitality. It fed off of adrenal glands and white blood cells. The thing that I thought was going to cure cancer was instead killing everything else."_

_ "But as I said, I found it. I had known, by a lab accident some months ago, that the suit didn't like fire. In fact, it was one of its weaknesses. There was also sonics, but I couldn't use noise loud enough that I would also be killed, and I had to make sure this was dead."_

_ "It was pitiful. Lying there, a black pool in the dirty floor, it whimpered with pain. I don't know how... but it was conscious at some animal level, not sentient, God forbid, but certainly... alive."_

_ "What happened next... I shudder to think of it now. It morphed, forming the body of a human, frail and decrepit. My heart stopped as I recognized it. It looked like a Parker, not quite like me, not quite like your mother."_

_ "Somehow I knew... it was you."_

_ "This creature had taken my blood memories of you and had become you. I felt my hands tremble, and I feared I wouldn't be able to do what I knew I had to do. I had a torch in my hand. I had to do it."_

_ "I couldn't. My nerve failed me. Sensing weakness, the suit sprang at me. It covered me, drowning me in its black depths..."_

_ "It bonded with me. I felt it connect with my bloodstream, and I felt better than ever. For one wild moment, I truly believed that the suit was perfected, and my hopes and joys were fulfilled."_

_ "And then the hunger hit me. A gnawing, biting hunger that clawed not at my belly, but at my mind, my heart, everything... it was pain like I hope you will never experience."_

_ "I don't know how I got it off. I just remember fighting for what seemed like an eternity, but eventually it left me, naked and cold on the ground."_

_ "I can't remember much of the next few days. It's not important. What is important is that you remember these words, Peter. This thing is dangerous. I could never, in my life hope to perfect it."_

_ "But you can. I know it. I believe that I am only half the scientist that you will be. And I know for sure that I'm only half the man you will grow up to be. How can't you, with influences like Ben and May and your dear mother?"_

_ "Peter, I promise you... you will do great things. Great things. I know it. I only hope that you will show more responsibility... than I did. I love you son."_

_ "Goodbye."_

* * *

Actually, I might post the next chapter. This is more or a prologue. Yeah, I'll post the next one. But that's it!


	2. Chapter II: Trojan Horse

****Second chapter up and ready! Now you have to wait for the rest.

**Chapter II**

**Trojan Horse**

Spider-Man grunted with pain, feeling the air leave his lungs. He landed on the hard floor, moaning.

Slade was back.

The Titans had gotten a call from him, a challenge to appear on the docks for a rematch. Something had seemed off at the time. Spider-Man should have known they were walking into a trap.

Now he was cut off from the other Titans. And Slade was somewhere in the dark room.

"Raven?" he called out, coughing. "Cyborg? Beast Boy? Starfire? Nightwing?" He paused. "OBI-WAN KENOBI! I NEED YOUR HELP!"

"Amusing," said a voice from the shadows. "But light humor can't stop the dark."

Spider-Man spun around, seeing Deathstroke emerge into the light. He felt a thrill run down his spine. Not too long ago, his brother, Wade Wilson had resurfaced. Deathstroke was ever bit as deadly as his alternate counterpart. Maybe even more so.

"I would say something witty," Spider-Man remarked. "But I have a feeling my jokes would be wasted on you."

"You certainly aren't fighting my dear brother now," Deathstroke said. "Although I wonder if there is any point in fighting..."

"Oh no," Spidey said, tensing, preparing to lunge at him. "You aren't making an apprentice out of me, no sir."

He leapt, arms extended, putting speed into play. Slade couldn't dodge in time, so he threw up his arms to block.

Spider-Man's breath left his lungs with a _whoof_. Slade was one solid guy. But so was Spidey.

"Impressive," Slade said, backing up. "This might actually be a battle, not toying like it was with Robin."

"Didja get the memo?" Spider-Man asked, flipping up onto the wall for a kick off. "He's Nightwing now."

"So I've been told," Slade replied, catching Spider-Man's blow again, but was knocked back.

They kept trading blows. Slade had the benefit of his training, experience, and enhanced powers, but Spider-Man spider-sense allowed him to evade most of Slade's attacks. Both of them had incredible endurance levels, as well as super-strength.

It wasn't long before they realized it was a stalemate.

"Very good," Slade said, breathing somewhat heavily. Spidey too was also panting. "We appear to be evenly matched. This is... new."

"I can keep going," Spidey retorted. _Yeah, right. He's insane. I've just barely managed to keep up with him. But judging by his condition, so has he._

"I don't think so," Slade said. "You have your limits, and you know it. Wouldn't it be nice if you could push past those limits, become almost invincible?"

"Maybe," Spidey reasoned. "I'll take whatever you're drinking. Unless it's coconut oil. Then maybe not."

"You joke," Slade said, "but you have already felt that invincible power, haven't you? You know what it's like to have a little... _venom _in your veins."

Spider-Man's mind went numb. He felt his heart beat faster. Slade had definitely put emphasis on the word _venom_.

"What are you saying?" he asked, his voice suddenly hoarse. Slade chuckled.

"You're right," he said. "Words are useless. How about something more tangible?"

He reached into his belt, where a large pouch had been hanging. Spidey tensed, prepared to spring into action with his spider-sense.

It wasn't a weapon Slade pulled out. Or maybe it was.

A small vial, filled with black liquid appeared in the light. Spider-Man's heart plummeted.

He recognized it, although he couldn't think how Slade had gotten his hands on it.

"Is... is that...?"

"Your birthright, Peter. Your inheritance."

The use of Spider-Man's real name, combined with that description left no doubt in his mind.

Slade was holding the Venom Suit.

"Slade," Spider-Man said, his voice hard and steely, "listen to me. That thing... it's dangerous... no one can control it, not even you..."

"I know," Slade said, which shut Spider-Man up. "I realize the power that this suit contains. That is why I won't use it."

"Oh sure... wait, what?" He was tripped up. No villain in their right mind would turn down weapon like that. It had to be a trap.

"This is your property, Peter. You alone have the power and responsibility to wield this. It hasn't changed much... except for the fact that it has stabilized. The monster you once knew... is gone."

This was too good to be true. On the other hand, Spider-Man wanted to get that vial away from Slade as soon as possible. This was going to be tricky.

But then it became a whole lot simpler... and messy.

Slade threw the vial at Spider-Man. He reached out his hand to grab it, his heart refusing to beat until he made sure it was secure and safe.

But Slade had other plans. While Spidey was distracted, he pulled out a gun, and shot the vial just as it touched Peter's hand.

Black liquid burst from it, forming tentacles and ooze, landing all over Peter. He yelled, but his cry was lost in the mass of the symbiote.

Darkness covered his vision, and he felt it inside of him, that horrible, familiar feeling that he had hoped never to feel again...

* * *

**Slade stared as the black mass latched onto Spider-Man.** He tried to struggle against it, but it wouldn't let him go. His eye widened as he grew bigger, his muscles expanding, his mouth becoming wider and a massive tongue burst free.

A large black monster stood before Slade, a large white spider symbol on its chest. It said one word, one word, before it collapsed onto the ground, unconscious.

_"Hunger."_

As he watched, it receded into Spider-Man's body, becoming the smaller, compact figure he had been. The black was still there, as well as the white symbol. But Slade's theory was correct.

Venom had been perfected. Perfected by Spider-Man.

Richard Parker would have been proud.

* * *

**"Titans, look out!"**

Nightwing's cry almost came too late for Raven. She just barely managed to avoid the large crate that fell on her. Another came right after, and she knew she wouldn't be able to avoid this one.

A figure slammed into her, grabbing her and jumping out of harm's way. She felt the ground rumble under the weight of the storage crate.

She looked up at her savior, smiling, expecting Peter. But it wasn't.

"Are you alright?" asked a tall, lanky teen. He was wearing normal clothes, all but for the red mask that covered his entire face. His voice was rich and pleasant, and concerned.

"I'm fine," she responded, getting to her feet. "Who are-?"

"Jason, BEHIND YOU!" screamed Starfire from above.

Raven saw the approaching thugs and used her telekinesis to throw them across the room. The teen, Jason, also turned, surprised.

"Guess we're even now, huh?" he said, looking back at Raven. She blushed, though she had no idea why. And how did Starfire know his name?

Nightwing was walking very fast over to them. Cyborg and Beast Boy were finishing up the last of the thugs.

"Hey Dick," Jason greeted him. "Nice costume."

"Where the hell did you come from?" Raven had heard Nightwing annoyed, mad, angry even. But never so... urgent.

Jason laughed.

"Is that any way to greet your ole' bro?" he asked, embracing Nightwing as he got close. This took Raven by surprise, as well as Nightwing.

"Get off!" he commanded, pushing Jason back. "You're not my brother!"

"That hurts, bro," Jason said, but he didn't sound too hurt. He looked around. "Thanks for the call, Star. Glad I got here in time."

"You called him?" Nightwing asked, turning on Starfire. She went red, but stood her ground.

"He is a good man," she said defiantly. "He has saved me before. I called him when we started to be overrun."

"Do you have any idea-?"

"YO!" Cyborg yelled from across the room. "Stop yakking and start looking! Where'd Spidey go?"

"He went after Slade," Beast Boy said. "That dude is out of his mind."

"Alright, everybody split up and-," Nightwing began, but fell silent. The others turned to see what had distracted him.

Spider-Man limped over to them. He was clad in a black costume with a massive white symbol on his chest and back. His mask was off, showing Peter Parker's face. It was pinched and drawn.

"... help..." he said feebly, before crashing to the floor, unconscious.

As the Titans rushed forward to help him, Jason Todd felt a smile curve his mouth, unseen under his mask.

All according to plan, he told himself.

* * *

Well well well. Big developments. Wait and see how they progress!


	3. Chapter III: Never Buy New

****Okay, making an amendment to my earlier rule. I'll post this bulk of the story, but the climax is still to come. So you'll still have to wait.

**Chapter III**

**Never Buy New**

Peter groaned. His entire body felt like it had taken a beating from the Green Goblin, and then the Sinister Six. He felt terrible.

And cold... so cold. And... hungry.

That hunger caused him to fear. He opened his eyes, becoming aware that he was lying on his bed in Titans' Tower, and that someone was close by, grasping his hand.

And then he realized he was wearing the suit.

"What the-?!"

He sat up suddenly, wrenching his hand free, grabbing the velvety black that covered his entire body and tried to rip it off. It pulled under his grasp, but wouldn't come off. He started to panic, waiting for that feeling of eating to envelop him.

It never came. He felt his panic pass, although he was still too wary to notice much. Then he realized that Raven had been the one nearby, holding his hand. She was now using her empathic powers to calm him down.

"Raven?" he asked uncertainly. "What's happened to me?" He turned his head, seeing her close, her pale face even paler. She looked at him with a mixture of relief and concern.

"You went after Slade," she said, trying to push him back down. "We don't know what happened. The next thing we knew, you came back, wearing that costume and looking weak."

"I did?" he said, putting his hand to his face. He felt the cold feel of the suit on his hand, but as he became more aware of his surroundings, the cold and the hunger passed. He now felt relatively in control, but he was still freaked out of his mind.

"I fought Slade," he spoke, trying to remember. "We were evenly matched. Neither was going to win. But then he... he threw the suit at me. It came on me, and..." He shook his head. "I can't remember after that."

"We got out of the warehouse," Raven explained. "Slade escaped in the confusion. We... had some help."

"Oh yeah?" Peter asked, absently, more worried about the suit. "Listen, Raven, I need to get this thing off of me. You saw my memories, you know this thing is bad news..."

"Cyborg ran scans on you," Raven said soothingly. "You're fine. The suit is stabilized. It's bonded with your genetic code... a perfect match. So even if we wanted to... we can't remove it now without doing you damage."

"What?!"

Peter looked down at himself. True, he felt in control of the suit, much like he had when Madame Webb had him searching for the Tablet Of Order and Chaos. But still... he didn't want to be bonded with it... forever.

Raised voices could be heard throughout Titans' Tower. Peter looked at the door.

"Who's that?" he asked. Raven tried to keep a smile off her face.

"Like I said, our new member."

* * *

**"What do you mean, you've changed?"**

Dick felt angry, no, more than angry... frightened. Jason stood in front of him, his head bowed.

"Just that," he replied. He was older than Dick remembered. He had been younger than Dick. But he had also died. "I saw Wayne's death in the news. I... something broke in me, Dick. I can't tell you... no, I can. I went to Wayne Manor. Down in the BatCave, I found this."

He held out a small disc. Dick took it, studying it for identifying marks. Finding none, he popped it into the console on his right.

The screen was static filled for a second. Then it solidified into the familiar face of Bruce Wayne. Dick felt his breath catch as he saw his former mentor.

_"Jason," _the screen said. _"If you've found this, then I'm dead. I've prepared this in case I never got the chance to tell you this while I'm alive."_

_ "I'm... sorry. For everything. The fact of the matter is... I kept thinking you were just like Dick. But you weren't. You never were. Where Dick had potential, you only had rage. There was a bond I could have made with you that I never did, because I was afraid that it would bring out something horrible in me. We had both lost our parents. I certainly wanted to kill the man who had done that. He was killed before I could shoot him. But I was going to do it. And now, how many people have died because I never connected with you?"_

_ "You have done terrible things, Jason. But only because of my failure. Because of my... cowardice. And for that, I'm so sorry."_

"It goes on," Jason said, pressing the pause button. "But I would prefer that to remain private. You understand."

Dick stared at the frozen screen, feeling hollow. Of all people, Bruce had left a final message to Jason. Not to Dick, not to Barbara, not to Tim... Jason. Why?

"If you're wondering why he didn't leave anything to you," Jason said, cutting into his thoughts, "I'd have thought it was obvious. He had succeeded with you where he had failed with me. He gave you everything."

Jason bowed his head again.

"I need guidance, Dick," he said finally, and the emotion in his voice seemed real enough. "I want to join your team."

Dick remained silent for a long time, staring at the console. Finally he spoke.

"What happened to you?" he asked. "You're older now, older than me. How is that?"

"The Lazarus Pit," Jason explained. "When Ra's Al Ghul resurrected me, it aged me. I'm about eighteen now, maybe nineteen... I don't know. It doesn't matter. I was forced to grow up faster than I should have." He held his arms out, as if apologizing. He was.

"And you just want to join the Titans," Dick reiterated. "I don't know. The things you've done... that's a bad influence for the team."

"I realize that," Jason agreed. "So, what if I agree not to... dispatch criminals with prejudice anymore. And you don't mention my past to the rest of the team."

Dick shook his head.

"I think it's too risky," he said. "I'm sorry, Jason. You're too much of a wild card."

"Oh, and a shape shifter, or alien princess isn't?" he demanded. "Not to mention the daughter of a demon..."

"We've all learned to control our powers," Dick said. "You..."

"I have my rage under control," Jason said. "Please, Dick. This means a lot to me."

Dick fell silent again. Jason seemed to earnest and true. Subterfuge had never been his strong suit. Maybe... just maybe, he was telling the truth.

"Alright," he said at last. "Red Hood can join the Teen Titans."

"Thank you Dick," Jason said, in absolute seriousness. "Thanks a lot."

"But I will be watching you," he warned. "One toe out of line... you're done." Jason cracked a smile.

"Of course," he said. "I wouldn't expect anything different."


	4. Chapter IV: Black And White

**Chapter IV**

**Black And White**

"Biometric scans... clean. Chemical balance... normal. Higher ratios, but everything checks out. Testosterone is a little high... you may wanna keep an eye on that. Hormones are a little erratic, but otherwise okay."

"All in all, I'd say you are one healthy human being, Spidey... with whatever the hell you've got on you."

Peter took this news about the suit in silence. According to all of Cyborg's reports, the suit was stable, strong, and bonded. It was a perfect DNA match to him. Not even Eddie's previous use of the suit had changed that.

And it wasn't trying to eat his brains. That was good... but it still made Peter nervous.

"Can I get it off?" he asked. Cyborg scratched the back of his head.

"In time, yes," he said. "The bond won't strengthen over time, but it won't exactly get weaker either." He paused, looking at all of his results. "It's boosting your strength, speed, agility, and gives you organic webbing. You're smarter and more emotional than before."

"So I'll burst into tears at the smallest provocation?" Peter asked, while Raven, who was standing next to him, smiled.

"No," Cyborg corrected. "You'll have temper flares at the smallest provocation."

"Great," Peter mumbled. "I remember the last time that happened with this thing."

Raven's brow creased. She had seen that memory. He knew that monster had horrified her. But now he was in control... somewhat.

"I still don't like it," he said. "Slade... pretty much gave it to me. Why would he do that if it weren't a trap?"

Cyborg shrugged.

"Beats me," he said. "But everything I've got tells me you're okay. One hundred and ten percent. This thing is actually incredible, it targets specific tumors and unnatural agents in the body..."

"And destroys them," Peter finished. "I know what it does Vic." He fell silent for a second. "My father created it."

Cyborg's mouth dropped open.

"Dayum," he breathed. "Peter, that's-,"

But they never found out what it was, because the alarm klaxons went off again.

"Titans!" they heard Nightwing yell. "Trouble!"

* * *

**It was Mad Mod. **Somehow, he had rebuilt his stick and was hypnotizing entire sections of the city. At least he wasn't controlling everything, but his new and improved robot drones were becoming a problem.

Fortunately, the Teen Titans were on hand. All... seven of them?

"I say!" Mod yelled at the approaching teenagers. "Made a few recruitments along the way I see! Not too shabby... maybe a little too dark for my taste!"

"That's racist!" Spider-Man shouted. He flung himself at Mod, but ran headlong into some of his drones.

_What the...?!_

He crashed right through them, leaving a smoking crater. He shook his head.

"Suit works as advertized!" he said out loud. "So far."

"These guys are just robots?" Red Hood asked. "Good. Then to use the ancient phrase..."

He pulled out two massive handguns.

"The kid gloves are off. Bang."

His word was an understatement. The pistols discharged with an enormous blast from both barrels that blew large fiery holes in two of the drones. But the others were picking up the pace now.

"Ah ah ah!" Mod said, wagging his finger. "The use of firearms is restricted in this sector!"

"Maybe in your country," Hood retorted. "Here, we have the Second Amendment."

"Wot's that?"

"The right to kick your ass!" Hood bellowed, flipping over a wall of drones, firing as he went. "I got the drones guys!"

"Not all of them!" Cyborg responded, destroying several of them with his sonic cannon.

Spider-Man had reached Mad Mod. He stalked him from on high, sticking to the wall above him. Mod was laughing at the antics of his soldiers, who were innumerous. The Titans were holding their own, but soon they would be overrun.

"Hold on," Mod said, squinting his eyes. "Where's that black chap?"

"Here."

The cold tone of Peter's voice chilled him slightly. He had meant to say _now might be a good time for you to look up! _but the words had stuck in his throat. All he had managed to say was the one syllable.

He feared the suit was gaining control. But he still had all of his motor functions. His mouth just seemed unable to make jokes.

Mod did look up, however. Just too late.

"Good Lord!" he screamed as Spider-Man grabbed the baton. Mod pressed a button, grinning evilly as he did so.

"Fool!" he shouted. "Fell for that same old todge little Robbie did!"

* * *

**Raven spun around, sensing the air around her charging with energy.**

"No!" she cried. Mad Mod's baton was glowing with energy, and Spider-Man was clinging to it. It would soon sap him of his youth and vitality and transfer them to Mod. She had seen how Robin had looked. She never wanted to see that happen to Peter.

But it didn't. Peter seemed to get bigger slightly, and Mod's eyes widened with fear. The drones all shut off in that instant as Spider-Man absorbed all of the power, and Mad Mod couldn't stop him.

It seemed to be causing Spider-Man a lot of pain, however. Raven felt it through her empathic powers, and she yearned to help him. But this was a battle only Spider-Man could fight.

The rest of the Titans stared at the two, engaged in the battle of wills. In the end, Spider-Man was victorious.

The Titans cheered as he wrenched the baton from Mod's grasp, leaving the old man to crumple to the ground, whimpering in terror. But the cheers were cut short as Peter's voice issued forth.

"How _dare _you!?" he hissed. "You cretin... I'll destroy your mind... eat your heart..."

"Peter?"

At Raven's voice, he calmed down. He looked at his hands, which were shaking slightly.

"Oh, god," he whispered. He looked around, and then shot a web into the sky.

"Peter!" But Raven's cry went unheard by him as he swung away, desperate to be alone.

Raven felt a hand on her shoulder.

"Let him be," she heard Jason say. "He needs to come to grips with who he is now. I know I did."

She let his words wash over her. They did seem encouraging... but clearly something had happened to upset her boyfriend. Shouldn't it be her duty to help him?

And then she walked away. Her own feelings were in turmoil. She hated Trigon for doing this to her, but she couldn't face it. Not now.

* * *

**Peter flung himself web after web through the great expanse of buildings.**

He felt the anger recede and cold fear replace it.

_I almost killed him... oh my god... it's just like before..._

Mad Mod's baton had tried to take over his body. It had infiltrated his mind, attempting to find his weak spot. The suit had protected him, and lashed out. It had made him so mad... almost like the first time he had met the Titans.

_Is that anger a result of the suit? Cyborg did say so. But I've felt that angry before at mental intrusion. And I was able to control the suit. So just maybe...?_

He landed on top of a tall skyscraper. The sun was setting, casting an orange tinge about the world.

He felt like he was waiting for someone.

_For who? Raven? Well, I would expect her to come after me. But then again, I did run away like a baby. God... did I scare the others? Way to go Spidey._

He heard whispers in his mind, voices that were not his. They were wary of the Red Hood, Jason Todd.

_I think about Raven, and all of a sudden he comes up? Why?_

Now Peter was thinking about him. The Titans knew almost nothing about his past, except that he had been trained by the Batman. Dick seemed to know more than he was letting on. His use of guns, however...

_He only used them because we were fighting robots._

_ But why does he carry them?_

_ Because he's right... we've got a Constitutional right to do so._

_ But in San Francisco? You're not allowed to carry a gun in San Francisco._

_ So he's breaking the law._

_ Well, half the crap we get up to breaks some law or other._

_ Why am I thinking this?_

Alone with his thoughts, Peter knew he was fine. The suit was under control.

_I need to grow up and face this. Get in control of my own feelings, not the suit's influence. Although I'll keep an eye on that too._

With that thought, he swung away, heading... home.

* * *

Oh dear! Peter's starting to lose control! Or is he?


	5. Chapter V: Extreme Fitness Training

**Chapter V**

**Extreme Fitness Training**

It was midnight. Raven was awake, but only because of her meditation practices. Times like these, meditation helped a lot.

They also made her surprisingly thirsty. So, at twelve o' clock in the morning, she was in the kitchen, getting some water.

She sensed movement behind her as she filled up a glass from the faucet. She smiled, expecting Peter.

"I'd have thought at this point you'd have blasted me into another dimension."

She spun around, spilling water everywhere. It wasn't Peter... it was Jason.

"Oh!" she exclaimed. "Jason! Hi."

"Hi," he said back, grinning. He was still dressed. Suddenly Raven wanted her cloak. He stuck his hands in his pockets. "Sorry I frightened you."

"No, you didn't," she said, picking up the water telekinetically. "Just startled me."

"Well, then, sorry about that."

She chuckled.

"You spend most of your time apologizing?" she asked, tucking a stray hair behind her ear.

"Recently, yeah," he said, scratching the back of his head. "Batman's death made me rethink my life."

"Oh, yeah," Raven said, awkwardly. "I didn't realize... you were trained by him?" Jason nodded. "So wait... why does Nightwing not trust you?"

Jason cast his eyes down.

"Can you keep a secret?"

She nodded. He took a deep breath.

"I was... killed by the Joker a few years back. And then I was resurrected by Ra's Al Ghul. Something changed me, and I became older, more violent... I went back to crime-fighting, but I always fought with such savagery. I ended up killing criminals."

Raven felt stunned. She had sensed that Jason had some dark secret in his past, but she never would have guessed this.

"I heard the news that Bruce Wayne had been killed. I went to the Bat Cave and found a message from him for me. After hearing it, a red mist seemed to lift from my mind. I felt sane again. Whatever I had done up till that point... I hadn't done it. I, Jason Todd would never have killed. But I knew I was a wreck. I had the potential to kill. So that's why I came here."

Raven stood there, digesting this information. Now she knew why Dick mistrusted Jason. He still thought of him as a killer. She could sense with her telepathy that he was certainly sincere about his repentance.

"So... you and Peter, huh?" Jason now asked. Raven shook her head, coming back to the conversation.

"Oh, uh, yeah, that's right," she said, stumbling over her words. "It took a while. Beast Boy and Starfire had to set us both up on a blind date to get it off the ground."

"Wow," Jason said, looking up at the ceiling, laughing. "That's crazy."

"Why?" Raven asked. He looked at her... and really _looked _at her.

"If I were in love with you," he said, "I would have taken the initiative. Hypothetically speaking, anyway."

He turned to go.

"Good night."

And he left, leaving Raven feeling strange.

* * *

**"Alright, the best time is by me, Cyborg, at thirty eight seconds. **Try to beat that."

"Done," Jason said, pulling on his red mask.

The Titans were outside, about to run the obstacle course. Red Hood seemed intent on making a new record.

"Hey, where's Spidey?" Beast Boy asked, looking around.

"I do not know," Starfire said. "But I know he came back to the Tower last night. Perhaps he is still in bed?"

Raven felt a twinge of annoyance. _How did you know he came back last night? _she wanted to ask, but she bit her tongue. Besides, she felt Peter's presence on their island.

Hood gave the thumbs up. Cyborg pressed a button. Nightwing watched on, his arms folded.

"GO!"

And the Hood went.

The massive laser cannons opened up as the ground shifted under Red Hood's feet. But he was already moving, dodging all of the shots and jumping over all of the moving earth slabs.

It was clear from the onset that Jason had received the same training Nightwing had. But unlike Nightwing, Red Hood wasn't above changing the rules... a lot.

He whipped out his two magnums, blowing apart the falling trap walls before they could hit him. He slid under the last one, coming up for a barrel roll to the finish line.

"Time!" he yelled, sliding old magazines out of the guns. They dropped to the ground with a clatter.

The Titans looked at the timer. Cyborg's mouth dropped.

**_Twenty six seconds._**

"And we have a new champion, ladies and gentlemen!" Beast Boy exclaimed, jumping down to the ground, grabbing Jason's arm and thrusting it into the air. "Red Hood!"

"Unbelievable!"

"Exceptional!"

"Pretty good," Nightwing grudgingly admitted. "Although I'd like to see you do it without the guns."

"Well, that's one-,"

But then a shadow fell on them. They looked up.

Spider-Man dropped to the ground, forbidding in his new black suit. The white of his large spider symbol stood out alarmingly. He stood up, pointing at Cyborg.

"Reset the course," he said. Cyborg pressed a few buttons. The course moved, resetting all of the former traps and weapons. Red Hood and Beast Boy got out of the way.

"GO!" Cyborg yelled again, muttering under his breathe, "no way he's gonna top that."

Spider-Man had moved, faster than the eye could follow. He leapt up in the air, spinning in a circle. And as he did so, large black tentacles shot out from his body in all directions.

The Titans all watched, dumbfounded, as everything in sight was destroyed by the onslaught. It took less than five seconds. And then he used a web line to pull himself across the finish line.

"Time!" he called. Raven pressed the button, as Cyborg was frozen in shock.

**_Fourteen seconds._**

"Holy crap," Beast Boy said. Red Hood was also frozen. The Titans' mouths were all open in shock. Spider-Man looked up at them all.

"That felt... good. What's for lunch? I'm starving."

And he swung up to them, landing lightly among them.

"Come on, let's go for pizza." When there was still no reaction, he went on. "I'm buying."


	6. Chapter VI: Let's Talk Feelings

**Chapter VI**

**Let's Talk Feelings **

Jason Todd waited until everyone was asleep. And this time, he made sure everyone was asleep.

At half past midnight, he stole out of the Tower, pulling on his red mask, traversing the streets and buildings of the city under cover of darkness. No one noticed the black figure leaping across the rooftops set against the black sky.

He finally reached his destination. And there was someone waiting for him.

"Finally," Slade said as Red Hood landed in front of him. "I'm disappointed. Robin would have made it in under five minutes."

"Yeah, well, I'm not Robin," Hood growled. "Nor am I your apprentice, so cut out that 'disappointment' crap."

"True, but you are still my agent," Slade said. "And now it is time for you to report. How is the suit?"

"Doing exactly what you said it'd do," Hood answered. "It's enhancing all of Parker's abilities and emotions." He paused. Slade noticed the pause.

"What?" he demanded. Hood seemed to choose his next words carefully.

"I... I don't think it's gonna work."

There was a dead silence between them. The background sounds of the city at work, even at this hour, seemed far away.

"What's not going to work?" Slade asked, his voice deathly quiet.

"Your plan," Hood answered. "Parker seems to be in total control of the suit and of his emotions. And the power he has... I don't think just giving him the suit like that was a good idea."

"Anything less would have been unacceptable," Slade said, anger creeping into his voice. "I'm not paying you to question my orders."

"But he's way too powerful!" Hood argued. "If you'd taken my advice, it you'd tampered with the suit a little bit before you just _gave_ it to him..."

"If I'd tampered with the suit," Slade explained, "they would have found the modification. Do not be in doubt. Victor Stone's technology would have picked it up, and they would have discarded it as a trap."

"Well, then, this isn't a very well-thought out plan, then, is it?" Hood asked savagely. "Find someone else to get eaten alive, I'm not-,"

"Not what? This is the full plan, and it relies... unfortunately... heavily on you. There is only one way to make Peter Parker lose control of his emotions, and therefore the suit. You need to push harder."

"What, you mean Raven?" Hood asked, crossing his arms. "Make a move on her? That's real smart..."

"I expect you to survive," Slade said dismissively. "Barring that, it will certainly make Peter think dark thoughts. You see, this is the ultimate end of the plan."

"Peter Parker evolves. Spider-Man becomes Venom. And then... only then, will I have my new apprentice."

Hood stared at him, a stare that Slade could feel even through both their masks.

"I'll do it," he said at last. "I guess I never had much job security, did I? At least I should get the chance to screw Raven..."

"Make it enjoyable," Slade told him. "That should make Peter good and mad."

* * *

**"My new power! **It's beautiful!"

Control Freak had broken out of prison once again, and was reveling in his newfound ability... the power to control electrical currents in Wi-Fi's and TVs. He sent bolt after bolt of energy at the Teen Titans. Their honed reflexes kept them one step ahead of the electricity so far, but Control Freak was getting better and better at it, until...

"Agh!" Beast Boy screamed, getting hit by one of the bolts. He quickly turned himself into an electric eel to absorb the worst of the blow, but he transformed back to human form, lying on the ground stunned.

"Beast Boy!" Spider-Man yelled, dropping next to him. His moment of weakness was enough for another bolt to hit him dead on.

The suit absorbed it totally. The edges of his frame frizzled, and then everything was still.

"That..." he said as everyone stared at him, "... was actually relaxing. Thanks."

"Oh, no," Control Freak gasped. "No!"

Spider-Man leapt at him, punching him on the jaw. And then he kept hitting, punch after punch, starting to feel warm blood on his knuckles.

"Spider-Man! Stop!"

It was over. Spider-Man knelt there, breathing heavily, not sure why. He stared at Control Freak's bloody and bruised face. Nightwing pulled Spider-Man to his feet.

"What is wrong with you?" he hissed. Spidey looked at his hands. The suit had absorbed the blood, leaving them clean.

"I... don't know," he said. "I guess... I'm just so used to... villains who need a little extra..."

"Persuasion?" Red Hood asked, coming up to them. "Hey, no complaints here... but that was a little overdone."

Anger flared suddenly in Peter's chest. He turned on Jason.

"Who are you to lecture me on 'overdone?'" he demanded, his hands clenching into fists. "Who's the one who uses guns?"

"Hey, man, chill," Cyborg said, looking at Peter. "Remember the temper flares."

"I got it," Peter snarled. "I just... I can't do something without someone telling me it's wrong? I'm fine."

He walked off, feeling disgusted with them all. Raven made to follow him, but this time Nightwing held her back.

"Just let him cool off," he said, but Raven shrugged him off.

"I'm going to talk to him," she said. "None of you... none of you know what that suit can do."

"And you do?" Jason asked. Something in his voice made her think twice about going after Peter, but this time, she would not be deterred.

* * *

**"Peter?"** Raven asked, catching up with him. "Are you alright?"

"Fine," he said shortly, not looking at her. This was slightly off putting.

"Are you angry, or...?"

"Can't I be a little mad without everyone thinking I'm going nuts?" he asked suddenly, turning on her. She recoiled at him. He still had his mask up, and the white of the eyes were suddenly scary.

"Sure," she said. "Just don't be mad forever. We just want to help."

"Yeah, well I don't need your help," he said, walking away. Raven stood there, feeling hurt. The way he said _your _made it sound like she had failed him.

"Peter, please," she called after him. "Maybe you should... take the suit off for a little bit."

He stopped dead. Raven didn't know what to expect next.

"And give myself an instant lobotomy?" he snorted over his shoulder. "No way. The suit works fine."

And he vanished into the air, leaving Raven feeling hurt and confused.

* * *

**"Didn't like being talked to, huh?" **Jason asked when she got back to the Tower.

Raven couldn't bring herself to answer. The other Titans were looking at her expectantly.

She ignored them all, heading straight for her room. But Jason followed her.

"Seriously, what do you see in the guy?" he asked. She turned around to suddenly that Jason was caught off-balance.

"Peter is the sweetest, nicest, greatest guy in the world," she snarled. "This is just... something different."

"Well, different might be permanent," Jason said, not giving up. "He won't get rid of the suit. He just might... place it above you."

She opened her mouth to protest, but her last conversation with Peter forced itself in the forefront of her mind, and no words came out of her mouth. Jason seemed convinced.

"Raven," he said, giving her another soul-searching look. "You deserve better, you know you do. You are one of the most amazing people in the world. Daughter of a demon, and yet you fight as a superhero. That's incredible. You're incredible. And if your boyfriend doesn't remind you of that every single day..." He shrugged. "Then his problems are clearly more important than you. I'm sorry."

They stood there, looking at each other for a long time. Finally, Raven shook her head.

"Please," she said, "just leave me alone."

* * *

The plot thickens! Jason's true master is revealed! And is Peter really losing it now?


	7. Chapter VII: Stolen Goods

****Okay, this is the last of the new chapters. You'll have to wait till I finish the story for the end. But then afterwards, we get a special story. Read on, true believers!

**Chapter VII**

**Stolen Goods**

Peter sat on the gargoyle of one of the cathedrals, feeling hollow inside.

_What's happened to me?_

He had pushed away his friends, and had hurt Raven. All she had wanted to do was talk. Why couldn't he talk to her?

_All the time, every time, I act like a jerk. Is it the suit? I thought I was in better control than that. Maybe Raven's right... maybe I should give the suit a rest._

As if in response to this thought, the skin outside of his skin seemed to tighten. The tiny flutter of panic was replaced by icy calm.

_Cy said it would be painful. Well, sorry Dad. I need to get my head straight before I can wear this again._

He stood up straight, letting his muscles relax. He dropped down, feeling the air swirl around him.

Rain clouds were forming, and Peter could feel the first few drops of cold rain on the suit.

_Open up to the feelings inside of me. The clouds open up, and so should I. Release the animal inside of me, and find..._

_ Slade!_

Peter's eyes opened. He suddenly knew exactly where Slade was. He had to confront him, and bring him to justice.

* * *

**He found the mercenary in an abandoned factory. **He seemed to be adjusting his armor, as if he had just put it on.

_This was too easy. How did I do it?_

_ The suit. It's trying to convince me that it is actually helpful. Well, maybe this once..._

Deathstroke suddenly became aware that someone was watching him. He looked up and around.

"Only one person can hide from me," he said aloud, and his voice sent chills down Peter's spine. "Me. So... how's the suit working, Peter?"

He dropped behind Slade, who tried to roundhouse kick him in the face. Peter caught the foot, throwing it and its owner across the area, where he slammed into the opposite wall.

"Chuck Norris you are not," he said, walking over to where he lay, slouched on the ground. "It is blasphemous for you even to try."

Slade chuckled, pulling himself to his feet. He turned his face up to Spider-Man, marveling at his new suit.

"Very nice," he complimented him. "Black suits you." Instantly, Peter's hackles were raised.

"What's your game, Slade?" he demanded, picking him up by the collar of his costume. "Why did you give me this suit?"

"Because it is yours," Slade said simply. "There was a prerecorded message on the container. I'm surprised you never heard it. It was a message from your father."

Peter froze. Numbness covered him. He shook Slade, hard.

"You're lying," he said, his voice deep and harsh. "You have an ulterior motive for giving me the suit, now _what is it_?!"

Slade started laughing. Peter, enraged, picked him up and tossed him across the room.

Once again, he hit the wall, creating deep cracks in the concrete. He limped on all fours, attempting to get up. Peter felt rage course through him.

"Answer me!" he yelled, jumping over to him. "WHY DID YOU DO IT!?"

"Look in the mirror," Slade told him. "See for yourself."

He held up a broken glass, small, but big enough for Peter to see.

He was large, his muscles ripped and veins popping. His eyes, large and white, were serrated at the edges, and a rip around his mouth was beginning to appear.

"No..."

He grabbed his head, trying to force the hideous appearance down, but he knew that the monster wasn't the suit... it was his own anger. His own... isolation.

He fell to his knees. Slade stood up.

"You will never be able to fight me with it, now," he said. "Your anger is too much to contain. You will kill me before the end. But I... I can show you how to control that anger. I can teach you to channel that rage into something powerful."

"All you have to do... is become my appren-,"

Peter lashed out, his arm forming a long tentacle, which whipped Slade up and away. He crashed through the ceiling, and vanished.

Peter didn't go after him. He knelt there, cold inside, feeling hopeless.

_I let it happen again... I let myself lose control. Because I pushed away all of my friends, tried to manage on my own..._

_ I'm sorry Raven. I'm so sorry._

Slade didn't come back. After a long time, Peter stood up.

He was going back to Titans' Tower... to apologize. And to remove the suit for good.

* * *

**Raven stood by the door, anxiously waiting for Peter to come back.**

It had been hours... and in those hours, the storm outside had gotten worse. In all of that time, the other Titans had done their own things, upset and annoyed at Peter's attitude. Starfire had said something about Tamaranean acupuncture to perhaps help him. Raven had flatly squashed that idea. She wanted Peter in one piece, thank you very much.

"Still waiting for him, aren't you?"

Raven jumped at the voice. Jason was standing behind her, a little too close for comfort. He had a concerned look on his face, with a little reproach in his eyes.

"Raven, you deserve better. Why do you insist on waiting out his little temper tantrum? You know this is how it's gonna be for as long as you want to be with him. The suit will always be more important."

"Jason, please..." she said quietly, dropping her eyes. But he persisted, coming closer, grabbing her arms.

"Raven, please listen. Things are only going to get worse. You know that. Parker's only going to get more and more dependent on the suit, and not on you. You see how he keeps pushing you away. He turns to the suit every time."

"Jason, you don't know..." But this time, Raven's replies were more doubtful.

"Raven, I love you. I've been holding it in for the longest time, out of respect for Peter and you. But the fact of the matter is, I've loved you from the moment I saved you. Please, Raven... it kills me inside every time I see that moron treat you like dirt. I would never do that. No one who really cares for you would do that. Raven..."

Raven didn't know what to do. Everything about this was wrong. But something about Jason was magnetic, drawing her in.

Suddenly, he was kissing her, and it was rich and deep, and wonderful...

But horribly wrong. And she knew that. And she knew that Jason, not matter how wonderful he may be, would never measure up to Peter.

As she broke the kiss, starting to say "Jason, this is wrong..." she noticed that he had stiffened. A familiar presence bore on her mind. She spun around, still in Jason's arms.

Her heart sank as she saw Peter standing there. His mask was down, revealing his face, which was blank. His eyes were wide, but were hidden by his eyebrows which hadn't gone up. His mouth was opened slightly, but he didn't seem to be breathing.

"Peter?" Raven said, pushing Jason off, going over to him. "Peter, please, I'm sorry..."

She put a hand on his arm, but he shrugged it off. He seemed to say something, but after opening and closing his mouth several times, he gave up.

"Peter, please, I'm so sorry, I never meant to-,"

His eyes blanked out. As the black of his suit reached up his neck, his eyes, which had turned completely white, seeped out of their sockets, joining with the black to form his mask. She had never seen him put the mask on like that, and it scared her. But what scared her more was that the white eyes weren't large now... they were slits, downward angles that said _back off_.

"Peter, I'm sorry," she tried again, but he had walked away. "No, Peter wait...!"

Jason grabbed her arm again, but this time she was going to fight back.

She didn't have to. A long tentacle whipped out and struck Jason square in the chest.

"Yo!" yelled Cyborg. All of the Titans had appeared, staring as Jason flew across the room.

"Peter!" Raven said, tears in her eyes. Spider-Man was deathly silent, tentacles coming out of every part of him. "Peter, I'm sorry... _Azarath Metrion-,_"

Another tentacle came out, lashing her across the face. She cried in pain, and flew backwards.

She landed hard, and felt bruises everywhere. She gingerly touched her face. It was bleeding.

"Raven?"

Peter's voice filtered through above the rest. It was scared, concerned. She stared at him, fear clearly showing on her face.

"Oh god, Raven... I'm-,"

But before he could finish, he turned and ran. She made no move to follow him, stunned into inactivity. The other Titans also were frozen.

Tears dropped down Raven's face, mingling with the blood on her cheek. And she feared Jason was right.

She had lost Peter.

* * *

GASP! Betrayal! Seduction! Or, wait, other way 'round... PAIN! Yeah, that's it. BTW, what do you think Slade was doing when Peter caught up with him? Don't blurt it out, PM me and I'll give you a pat on the head. And possibly an extra reward...


	8. Chapter VIII: Feed

****Yeah, okay, I know what I said earlier. But I might be away for a while, so I'll give you this cliffhanger. If I can, I'll post the next chapter, and then the end.

**Chapter VIII**

**Feed**

Jason Todd was a practical guy. And so, being a practical guy, he knew that unless he got that promised power upgrade, he was screwed.

He leaned against the wall of the alley, staring at Slade.

"Well, went and made him pissed," he said in a bored voice. "Dunno if you noticed... and wow, does he pack a punch."

"I did in fact, notice," Slade said wryly.

"So I think you can't blame me if I'm just a little bit hesitant in taking him on right now."

"I completely understand," Slade said. "And I agree... it's time."

He pulled out a small vial, much like the one he gave to Peter, except this one was filled with red liquid. Red Hood's body stiffened.

"Is that... is that...?" he stuttered.

"Prepare yourself," Slade warned. "Things are going to get a little _tense _around here..."

* * *

**It was getting late, and the storm had picked up.**

Yet still, Raven was searching the city, looking for Peter. The others had stayed home, seeming to think the rain was a problem.

Raven was rapidly becoming chilled, her wet cloak sticking to her body, her hair bedraggled around her face.

"Peter?" she called into the air. "PETER!?"

She couldn't find him, not even through her telepathy. It was as if he had just... shut himself down.

He had. He wasn't able to cope with her betrayal, so he just pushed it away.

"Peter, I'm so sorry," she said to the icy rain. "You deserve so much better. I should never have done that. Please, Peter... come back..."

No answer. The rain was getting worse.

She felt terrible, for all of the pain she was causing Peter. He had died... and come to this universe. She had found love in him, but had never truly been able to reciprocate that love. And now...

_Where are you?_

* * *

** Alone.**

Peter sat on top of a high rise apartment, looking down at fifty stories of nothingness. He seriously considered jumping, just falling, making no attempt to save himself. He wondered how it would feel to hit the pavement below.

_The suit would probably save me._

_ The Suit! The damn suit! Why, why, why, why, WHY!?_

He buried his face in his hands, but he couldn't feel any tears. The rain was so cold, but he embraced the chill. The suit almost seemed to... feed on it.

_Last time I jumped on electrical wires. If I try that again, I'll probably stay on, to make sure the job is done._

Sonics might work... and it might also destroy him. But, once again, that wasn't a problem.

He would never realize it at the time, but Jason Todd saved his life. If he hadn't arrived at that precise moment, Peter would most likely have committed suicide.

"Hey Parker," drawled his voice from behind.

Cold fury seethed through Peter's veins. He turned, his eye slits narrowed almost to the point of invisibility.

"What the hell do you want?" he snarled.

Jason was wearing a large overcoat, but no head wear to protect from the rain. His hair was lying all over his face, dripping. He had a snarky grin on his face that drove Peter crazy with rage.

"Not very nice, are you?" he sneered. "What would your girlfriend say... oops, sorry, your _ex_-girlfriend. 'Cuz, I hardly think she qualifies as yours anymore."

Veins popped in Peter's neck, but his rage was still unable to overcome his depression. He sat there, not reacting to Jason's taunting.

"Hey, what's with the long face?" he said, taking a step closer. "By the way, did you ever tap that?" When Peter didn't respond, Jason laughed. "Oh, my god. What a horse! I swear... after you left, she showed me what she's been holding out on you, apparently. Wow... well, wonder why no one's been looking for you?"

Peter's hatred was rising, but there was still something that held him back. But now his curiosity was also rising.

"What are you doing here, Todd?" he asked savagely. "You got a death wish or something?"

"Maybe, if you could do something about it," Jason said, looking at his fingernails. "But you can't... not now."

He shrugged off his overcoat, and now Peter was ready to attack.

Jason was clad in a black and red costume, but there was no denying the large black spider on the chest. He was wearing the Carnage suit.

Peter growled, and leapt at him. His smile vanished as a red mask crept up his face covering it, giving him black rimmed white eyes that mimicked Peter's.

He jumped him, attacking him. Jason flung up his arm, which was now a tentacle, whipping Peter back.

"That was for before," he said coldly. "Now... for my beta test. Let's see how long you last."

* * *

**Civilians tried to avoid the streets as it rained like it was now. **

This is probably what saved normal peoples lives as a large conglomerate of symbiotic mass crashed on the ground.

To the casual observer, not that there were any, it looked like two monsters, black and red, were ripping each other apart with no obvious effect.

Gone were Peter Parker and Jason Todd. Gone were Spider-Man and Red Hood.

Venom and Carnage were at it once more.

Carnage had the more power and strength, but Venom had more control of his suit. His face was still a full mask, but his body had bulked out, and his hands were becoming claws. Random tentacles flailed everywhere, but they attacked his opponent with savage fury. Carnage, meanwhile, was flipping around, still not relying on the suits superior reflexes.

Venom slashed Carnage across the face, and his mouth opened in a gnash of teeth and a hideous scream. His hands formed massive three pronged claws, and he stabbed Venom. This did no clear damage, and Venom slammed Carnage into the concrete.

There were no words exchanged. Only hatred, pure and simple, radiated from the two symbiotes.

Their hosts' anger fueled the battle, but deep inside, Peter was screaming for it to end. Even Jason was astonished and a little frightened by the animal savagery of the suit. It was almost as if they had a life of their own.

Finally, Venom picked Carnage up, and threw him far away from him. It was only then that the mouth appeared, wide and terrible, with a lashing tongue, and a roar so loud that it shook the sinuses emanated forth.

_"Feeeeeeeed," _Venom growled. _"Huuuunggeeeeer."_

* * *

Ultimate Spider-Man: The Video Game reference! I love that game... been a while since I played it, though.


	9. Chapter IX: Hunger

****Penultimate chapter!

**Chapter IX**

**Hunger**

It was late, and the rain slashed down heavily on the windows of Titans' Tower. The Titans were waiting for Starfire to return. She had volunteered to search for Raven, and the boys, none of whom particularly wanted to go out in this weather, agreed.

Nightwing was pacing up and down the living room, his hands moving agitatedly. Beast Boy was randomly changing into different animals, as if he was making sure he could. Cyborg was putting on water-proof armor to protect his circuits. None of them were talking.

They were still in shock at the night's events. Jason had kissed Raven. That alone would have been bad, but then Spidey went and almost killed the two of them. They all knew that Spider-Man hadn't hurt Raven on the cheek so much as he had broken her heart. Admittedly, she had probably deserved it.

BB and Cyborg knew that Nightwing was blaming himself for what had happened. As team leader, and still coping with the loss of Batman, he felt like a failure. A loser.

He didn't have long to mope in self-pity. Starfire returned.

"I have not located Raven," she reported, dripping wet, her eyes bright. "But I have found something else... something horrible."

* * *

**Venom picked Carnage up again, now attempting to rip him in half. **

The sheer force behind the grip caused Carnage to scream in pain. But then he became aware that he wasn't dying, that he was resisting.

He broke free, a feat of will and strength that surprised Venom. He kicked him in the chest, and Venom went flying back.

Now the tables were turned as Carnage began to deliver blow after blow of punishment. Venom's earlier attack had caught him off-guard. Now he was on the offensive, and it was apparent who the superior monster was.

Venom was shoved into the concrete, penetrating the thick layer of the street. He growled with rage, and tried to get back up. But the pain was becoming too much. The suit was working overtime to heal, and Peter's will was becoming stronger. They were becoming more and more divided while Jason and Carnage were becoming more united.

Peter had a horrible choice now. The only hope he had of defeating Carnage was by letting go of all will, letting himself be taken over by Venom. On the other hand, once that bond was formed, there would be no going back.

He was dead either way. If he won, he might kill his friends. If he lost, Carnage would definitely kill his friends. So there was no noble sacrifice, no self-destruction that would save anyone.

So, somehow, he had to fight both... the influence of Venom and the battle with Carnage. It was hopeless.

_I fought the entire Sinister Six with a bullet wound, killed Norman Osborne when I was at my weakest, and survived being cloned. I will beat this. _

"I WILL!"

Carnage threw Venom aside.

_"You will what?" _he hissed. _"Not survive, I'll tell you that."_

"Won't he?"

Peter looked up, bleakly noticing that Venom was consuming his mind. His heart sank.

The Teen Titans had arrived, without Raven. They were coming to their doom.

* * *

**"Are you sure this will work?" Nightwing asked Cyborg.**

"Yes!" Cyborg said. "When I scanned the suit, I saw that it has a weakness to heat and sonics. I've got a sonic cannon, so I just need one shot."

"You'll have it," BB said grimly. "Just don't hit me."

"Beast Boy, WAIT!"

But too late. Beast Boy had turned into a rhinoceros, charging the lean red monster. It picked him up effortlessly and tossed him aside. He crumpled against the wall, reverting back to human form, dazed.

Starfire went next, shooting her star bolts at the creature. He snarled at her, throwing bits of concrete up at her. She dodged them with ease, but then screamed as a tentacle reached up and grabbed her.

Carnage began to pull her in, but then Venom jumped, launching himself at Carnage. The mass of black toppled him over, and Starfire was freed.

"Get... out of here!" they heard Peter's voice say underneath the black suit. "I can't control it for long!"

Carnage threw Venom off, walking towards the Titans. Cyborg gasped.

"Oh, hell," he said. "I only have one shot guys..."

The choice was terrible. Bring down Carnage, or save Peter. One or the other. Nightwing took one second to decide.

"Get Peter!" he ordered. "We'll hold off Red and Ugly, here."

_"NO!" _roared Venom, jumping on top of Carnage. _"Don't waste the shot... geeeeeeeet Jaaaaaaassooooonn,, aaaaaarrrrrgh!"_

The Titans watched in horror as Venom and Carnage ripped each other apart. Cyborg aimed, but he couldn't get a clear shot. Starfire attempted to separate them with more star bolts, and Beast Boy became an octopus to try and rip them apart, but neither of their attempts met with any luck.

Carnage once again tossed Venom off, and this time, he went sailing far away. Carnage hit Beast Boy, this time going for the kill.

Cyborg's choice was now clear.

"I'm sorry, Peter," he said, with tears in his organic eye. He fired.

* * *

**Raven approached the church warily. **

On normal occasions, entering into one of these buildings was already dangerous. But tonight, it appeared to be even more so.

In her desperate search for Peter, a black mass had flown over her head, crashing through one of the stain glass windows of Saint Peter's Cathedral. There was no evening mass, which probably saved a lot of people's lives.

Now she entered, feeling more frightened now that she ever felt in her life. Not for herself, but for Peter.

As she walked up the aisle, she saw the black bulk cowered before the altar. The cross seemed to watch its struggle, protecting and stern at the same time.

The creature became aware of Raven's presence. It spun around, horrible white eyes staring at her with a large mouth gaping wide.

_"Raven...?" _it growled. _"Staaaaaay awaaaay..."_

"Peter, I'm here to help you," she said, trying to ignore the sick feeling in her gut. "We're going to get through this, together."

_"Togeeeeether," _it rumbled. And then its voice picked up in volume. _"You betrayed us! We hate you!"_

"Peter, please," she said, a sob catching in her throat. "I'm so sorry. I've hurt you so much, and there's nothing I can do to make it up to you..."

_"We hate you!" _it roared. _"We want to kill you!"_

Raven bowed her head.

"Then do it," she whispered, her voice echoing in the empty church. "I won't stop you."

_"Feeeeeeeed!" _

The monster lunged at her. She made no move to defend herself.

"NOOOOO!"

The sound of Peter's unfiltered voice made her look up, gasping. She could see him, pale and sweaty underneath all of the symbiotic mass.

"Not her!" he yelled, tearing at the suit. "NOT HER!"

_"She betrayed us!" _hissed the mouth and tongue of the suit as it tried to devour him. _"We hate her!"_

"No, I don't!" Peter fought back. "I love her! Nothing can change that!"

The suit was intensifying its attempts to destroy Peter's will. Raven remembered Peter's memories, how Dr. Parker's notes said it reacted negatively to loud noises. She looked up, seeing the church bell high above the rafters.

_"Azarath Metrion ZYNTHOS!"_

Black power flew from her mind to telekinetically grab the bell. She rang it, loud and clear.

The sound almost deafened her, but Venom roared as if it was killing it. As a matter of fact, it was.

Peter ripped the suit apart, desperate in his battle for freedom. He yelled, his voice cracking as he reached a pitch of terror and pain. Raven almost blacked out from the empathic reverberations coming from him. But she held on, because he needed her.

"AAAAAAAAAAAAARRRRRRRRRRRRRRR GGGGGGGGGGGGGHHHHHHH!"

* * *

**It was over**.

Raven, almost faint from exhaustion, used her soul self to gather up the remains of the suit, whisking them off to the Tower's high security facilities. Then she returned, placing a blanket over Peter, who was lying nude on the stone floor, pale and unconscious.

"Rrrr... Raven...?" he muttered weakly. She knelt beside him.

"Hi, Peter," she whispered back. He looked up at her.

"Let's not do that again," he breathed.

She nodded, biting her bottom lip, tears falling down her cheeks.

* * *

And it's over. Last chapter will tie up some loose ends.


	10. Chapter X: A Time For Healing

****Alrighty, the next story may be a little while coming. But it will be worth the wait... it's a Nevermore story. Thanks for reading.

**Chapter X**

**A Time For Healing**

Peter sat on the floor, feeling empty. The suit was gone. Not completely... they still had the bit that survived, but Peter was determined never again to touch it.

It was only on Cyborg behest that he hadn't destroyed it outright. With the right study, it could still potentially cure cancer. Cyborg had volunteered the theory that being linked with Peter had caused it to go unstable again, due to their shared experience in a foreign universe.

Raven sat down next to him.

"How are you?" she asked, looking at him.

"Fine," he said. "Raven, I'm so sorry. I should have listened to you..."

She put a finger to his lips, and then kissed him. It was full, rich, and sweet... true love between them.

All was forgiven, but never to be forgotten. And there were still some things left to be done.

When they broke apart, she pulled out a small hand mirror. Peter looked at it.

"What is that?" he asked her. She looked at it as well.

"Let's just say..." she said slowly, "that it's time we really got to know each other..."

* * *

**Jason Todd was stirring.**

Slade looked down at him, mixed feelings in his gut.

Jason had failed, as Slade expected he would. But he hadn't driven Peter as far as he could have. Slade had hoped that the suit would break Peter down to the point where he could be susceptible to becoming his apprentice. But no... his will had been stronger than that.

Cyborg's attack on Jason had resulted in the permanent bonding of him with the suit. In pain and death they had fully formed, Carnage in his might. Now Slade had to keep him on a tighter leash.

It still was disconcerting how easy Spider-Man had found him. He had almost caught him in the act of... but no. He hadn't, and that was good. Slade would have to be more careful in future, because though Spider-Man wasn't wearing the suit anymore, they still had it.

There was still time to enact other plans. But now he had to deal with Jason Todd.

"What happened?" he mumbled, clutching his head as he sat up. "Where's the Titans?"

"You almost died," Slade explained. "It was only because I arrived at the scene that you are still here."

"Oh, okay," Jason said, looking down at himself. "I don't want it, Slade. Get it off me."

"Unfortunately, that's impossible," Slade said, clasping his hands behind him.

"Don't give me that!" Jason snapped. "Get it off! This thing... it's a monster, it has innocent blood on its hands..."

"Correction," Slade interrupted. "There's blood on _your_ hands. It is now a part of you. It has bonded completely. There is no way to revert the process."

"What?!" Jason said loudly. "No... it can't... I need to get it off me!"

"There is no way. This is who you are now."

Jason clutched his head with both hands.

"NO!" he yelled.

Slade felt a stab of pity, crushed instantly by the knowledge that Jason had willingly taken the risk of wearing the suit. This was the price of power.

* * *

Thank you, and good night.


End file.
